Rulebooks: Contents

Rulebooks
Mainboard Rules
Catalist Rules
SGX-ST Rules
Definitions and Interpretation
Section A — General
Section B — Market Participants
Section C — Market Structure
Section D — Regulatory Framework
Section E — Other Business Activities
Section F — Transitional Provisions
Directives
Directive No. 1 — Directorship of SGX-ST Listed Companies
Practice Notes
Schedules
CDP Clearing Rules
DVP Rules
CDP Depository Rules
Futures Trading Rules
SGX-DC Clearing Rules
SIAC DT Arbitration Rules
SIAC DC Arbitration Rules
Rule Amendments

  Versions
(2 versions)
 
Up to May 18 2014May 19 2014 onwards

Directive No. 1 — Directorship of SGX-ST Listed Companies

Dates Cross Reference Enquiries
Issue Date
1 December 2003

Effective Date
1 December 2003

Amended on
19 May 2014
Rules 6.2.3 and 7.5.6 Please contact Member Supervision:—

Facsimile No : 6538 8273
E-Mail Address: membersup@sgx.com
1 In 1991, SGX-ST (formerly known as Stock Exchange of Singapore Limited) introduced 2 policies, in consultation with the Monetary Authority of Singapore, that:—
(1) prohibited the appointment of Approved Executive Directors and Trading Representatives to the boards of SGX-ST listed companies, and
(2) prohibited the appointment of a director to an SGX-ST listed company as a director of a Trading Member.
2 Trading Members are advised that the Exchange has revised these policies. The new requirements, applicable immediately, are set out below.
3 An Approved Executive Director or a Trading Representative may be appointed as a nonexecutive director of an SGX-ST listed company (but not as an executive director) subject to the following:—
(1) the Approved Executive Director or Trading Representative furnishing SGX-ST with:—
(a) an explanation of how conflicts of interest that may arise from the dual appointments have been addressed, and
(b) an undertaking to disclose to customers the directorship as and when necessary for the discharge of the Approved Executive Director's or Trading Representative's fiduciary responsibility; and
(2) the Trading Member advising SGX-ST that it is aware of the directorship and is satisfied that conflicts of interest have been sufficiently addressed.
4 An Approved Executive Director or Trading Representative must inform SGX-ST of the proposed appointment in accordance with SGX-ST Rule 6.2.3 and Rule 7.5.6 respectively.
5 Possible conflicts of interest that the Approved Executive Director or Trading Representative may need to consider and address under Item 3 above include:—
(1) When an Approved Executive Director or a Trading Representative is in a position to influence the trading decision of his customers and would recommend the listed company of which he is a director, how does he ensure unbiased advice and full disclosure to his customer?
(2) When an Approved Executive Director or a Trading Representative possesses information about a listed company that is not generally available to the public and is in a position to influence research recommendations or corporate finance activities, how does he fulfill his obligations in respect of the listed company and Trading Member?
6 A Trading Member may appoint a director of an SGX-ST listed company as a non-executive director (but not as an executive director).

Under SGX-ST Rule 4.6.12, the Member must inform SGX-ST of the appointment within 7 days.
7 An Approved Executive Director or Trading Representative who is a director of an SGX-ST listed company must keep a record of his share transactions in that company. If the Approved Executive Director or Trading Representative is required to maintain a register of securities, that will suffice. SGX-ST may inspect the record at any time or take extracts of it.